using technology to hold meetings and sign and send

EXPOSURE DRAFT

EXPOSURE DRAFT

1

EXPOSURE DRAFT

1

Inserts for 2

Treasury Laws Amendment (Measures 3

for Consultation) Bill 2021: Use of 4

technology for meetings and related 5

amendments 6

7

8

9

Commencement information

Column 1 Column 2 Column 3

Provisions Commencement Date/Details

1. Schedule 1 The day after this Act receives the Royal

Assent.

EXPOSURE DRAFT

EXPOSURE DRAFT

2

Schedule 1—Facilitating the use of 1

technology 2

3

Corporations Act 2001 4

1 After Part 1.2 5

Insert: 6

Part 1.2AA—Signing and sending documents 7

Division 1—Technology neutral signing 8

110 When this Division applies 9

Signing of documents by or on behalf of a company 10

(1) This Division applies to a document (including a deed) required or 11

permitted to be signed by a person: 12

(a) exercising the powers of a company under section 126 13

(making of contracts and execution of documents by an 14

agent); or 15

(b) under section 127 (execution of documents by a company). 16

Note: A document is any record of information: see the definition of 17

document in section 9. 18

Signing of documents relating to meetings 19


permitted to be signed by a person under this Act that relates to: 21

(a) a meeting of the members of a company or registered 22

scheme; or 23

(b) a resolution to be considered by the directors or members of 24

a company without a meeting; or 25

(c) a meeting of the directors of a company (including meetings 26

of a committee of directors). 27

Signing of prescribed documents 28


permitted to be signed by a person under this Act that is, or is in a 30

EXPOSURE DRAFT

EXPOSURE DRAFT

3

class of documents that is, prescribed by regulations made for the 1

purposes of this subsection. 2

Other ways of signing documents not limited 3

(4) This Division does not limit the ways in which a person may sign a 4

document (including a deed). 5

110A Technology neutral signing 6

(1) A person may sign a document to which this Division applies: 7

(a) by signing a physical form of the document by hand; or 8

(b) by signing an electronic form of the document using 9

electronic means; 10

provided the method of signing satisfies subsection (2). 11

(2) A method of signing satisfies this subsection if: 12

(a) the method identifies the person and indicates the person’s 13

intention in respect of the information recorded in the 14

document; and 15

(b) the method was either: 16

(i) as reliable as appropriate for the purpose for which the 17

information was recorded, in light of all the 18

circumstances, including any relevant agreement; or 19

(ii) proven in fact to have fulfilled the functions described 20

in paragraph (a), by itself or together with further 21

evidence. 22

What information the intention must cover 23

(3) For the purposes of paragraph (2)(a), the person is not required to 24

indicate an intention in relation to: 25

(a) any material identifying another person signing the document 26

or indicating another person’s intention in respect of the 27

information recorded; or 28

(b) the signature of another person signing the document; or 29

(c) if a common seal is fixed to the document—the seal; or 30

(d) any immaterial information in a form of the document 31

generated for the purposes of signing and which arises in the 32

normal course of communication, storage or display. 33

Note: This subsection allows minor differences that arise from the way a 34

document is signed to be disregarded. For example, a person can sign 35

to witness the fixing of a common seal to a document, and it is not 36

EXPOSURE DRAFT

EXPOSURE DRAFT

4

necessary for the signed document to include the common seal (as 1

long as a method is used to indicate that the person observed the 2

fixing of the seal, as required by paragraph 127(2A)(c)). 3

Avoidance of doubt 4

(4) To avoid doubt, this section does not require: 5

(a) a person to sign the same form of the document as another 6

person; or 7

(b) a person to sign the same page of the document as another 8

person; or 9

(c) a person to use the same method to sign the document as 10

another person; or 11

(d) the document signed by a person to include all the 12

information recorded in the document. 13

Persons signing in different capacities 14

(5) A person who is required or permitted to sign a document in more 15

than one capacity is treated for the purposes of this section as a 16

different person in each capacity they sign the document. 17

110B Lodgement of documents 18

If: 19

(a) under this Act, the signature of a person is required or 20

permitted on a document; and 21

(b) the person signs the document in accordance with 22

section 110A; and 23

(c) the person submits the document for lodgement; 24

ASIC or the Registrar (as the case requires) must not refuse to 25

receive or register the document on the basis that the document has 26

not been signed. 27

EXPOSURE DRAFT

EXPOSURE DRAFT

5

Division 2—Technology neutral sending of documents to 1

members 2

110C Documents to which this Division applies 3

Sending documents to members 4

(1) This Division applies to any document covered by subsection (2) 5

that is required or permitted under this Act to be sent by an entity 6

(the sender) that is: 7

(a) a company; or 8

(b) the responsible entity of a registered scheme; 9

to a person (the recipient) who is a member of the company or 10

scheme. 11

Covered documents 12

(2) This subsection covers a document that: 13

(a) relates to a meeting of the members of a company or 14

registered scheme; or 15

(b) relates to a resolution to be considered by the members of a 16

company without a meeting; or 17

(c) is in a class of documents specified in regulations made for 18

the purpose of this paragraph. 19

Note: For when and where a document is sent and received by electronic 20

communication, see sections 105A and 105B. 21

References to sending documents 22

(3) This Division applies to a requirement or permission to send a 23

document, whether the expression send, give or serve, or any other 24

expression, is used. 25

110D Technology neutral sending of documents 26

(1) The document may be sent to the recipient: 27

(a) by sending the document in a physical form; or 28

(b) provided subsection (2) is satisfied: 29

(i) by means of an electronic communication; or 30

(ii) by sending the recipient (either in electronic form or 31

physical form) sufficient information to allow the 32

recipient to access the document electronically. 33

EXPOSURE DRAFT

EXPOSURE DRAFT

6

Note: If a company or responsible entity for a registered scheme is required 1

under this Act to send a document to which this Division applies to a 2

member of the company or scheme, that requirement is met if the 3

document is sent in accordance with this section and in accordance 4

with any timing requirements under this Act. 5

(2) This subsection is satisfied if, at the time the document is sent, it is 6

reasonable to expect that the document would be readily accessible 7

so as to be useable for subsequent reference. 8

(3) Subsection (1) does not limit the ways in which a person may send 9

a document. 10

110E Election to receive documents in physical form or electronic 11

form 12

Election to receive documents in physical form or electronic form 13

(1) The recipient may elect to receive documents to which this 14

Division applies: 15

(a) in physical form; or 16

(b) in electronic form. 17

Note 1: Section 110F requires the sender to comply with an election to receive 18

documents to which this Division applies in physical form. 19

Note 2: Section 110G requires the sender to comply with an election to 20

receive documents to which this Division applies in electronic form. 21

Note 3: Regardless of any election under this section, if a company or 22

responsible entity for a registered scheme is required under this Act to 23

send a document to which this Division applies to a member of the 24

company or scheme, that requirement is met if the document is sent in 25

accordance with section 110D and in accordance with any timing 26

requirements under this Act. 27

(2) The election may be made in relation to: 28

(a) all documents to which this Division applies; or 29

(b) a specified class or classes of documents to which this 30

Division applies. 31

When an election is in force 32

(3) The election is in force in relation to those documents during the 33

period: 34

(a) beginning on: 35

(i) unless subparagraph (ii) or (iii) applies—the first 36

business day after the day on which the sender receives 37

EXPOSURE DRAFT

EXPOSURE DRAFT

7

notice (whether or not in writing) of the election from 1

the recipient; or 2

(ii) unless subparagraph (iii) applies, where the recipient, in 3

notifying the sender of the election, specifies a later 4

day—the first business day after that later day; or 5

(iii) if regulations made for the purposes of this 6

subparagraph specify another day—that other day; and 7

(b) ending on: 8

(i) unless subparagraph (ii) or (iii) applies—the first 9

business day after the day on which the sender receives 10

notice (whether or not in writing) withdrawing the 11

election from the recipient; or 12

(ii) unless subparagraph (iii) applies, where the recipient, in 13

notifying the sender of the withdrawal, specifies a later 14

day—the first business day after that later day; or 15

(iii) if regulations made for the purposes of this 16

subparagraph specify another day—that other day. 17

(4) However, an election to receive documents to which this Division 18

applies in physical form is not in force in relation to a document if: 19

(a) the sender is required or permitted under this Act to send the 20

document by a particular day; and 21

(b) the sender receives notice of the election from the recipient 22

on or after the day that is 10 business days immediately 23

before the day mentioned in paragraph (a). 24

110F Failure to comply with election to receive document in physical 25

form 26

(1) This section applies if: 27

(a) an election by the recipient to receive documents in physical 28

form is in force in relation to a document under section 110E; 29

and 30

(b) the sender sends the document to the recipient in the manner 31

mentioned in paragraph 110D(1)(b); and 32

(c) no determination is in force under section 1345 allowing the 33

document to be sent by the sender in electronic form (see 34

subsection 1345(2)). 35

(2) The sender contravenes this subsection if the sender does not take 36

reasonable steps to send the recipient a physical form of the 37

EXPOSURE DRAFT

EXPOSURE DRAFT

8

document before, or within a reasonable time after, sending the 1

communication or information mentioned in paragraph (1)(b). 2

(3) A person commits an offence of strict liability if the person 3

contravenes subsection (2). 4

Effect of contravention 5

(4) A contravention of subsection (2) by the sender does not affect the 6

validity of any act, transaction, agreement, instrument, resolution 7

or other thing. 8

Note: In particular, the validity of the sending of the document as mentioned 9

in paragraph (1)(b) is not affected. Regardless of any contravention of 10

subsection (2), if a company or responsible entity for a registered 11

scheme is required under another provision of this Act to send a 12

document to which this Division applies to a member of the company 13

or scheme, that requirement is met if the document is sent in 14


requirements under that other provision. 16

110G Failure to comply with election to receive document in 17

electronic form 18


(a) an election by the recipient to receive documents in 20

electronic form is in force in relation to a document under 21

section 110E; and 22

(b) the sender sends a physical form of the document to the 23

recipient; and 24

(c) no determination is in force under section 1345 allowing the 25

document to be sent by the sender in a physical form (see 26

subsection 1345(3A)). 27

(2) The sender contravenes this subsection if the sender does not take 28

reasonable steps to send the document: 29

(a) by means of an electronic communication; or 30

(b) by sending the recipient information mentioned in 31

subparagraph 110D(1)(b)(ii) in electronic form; 32

before, or within a reasonable time after, sending the physical form 33

of the document mentioned in paragraph (1)(b) of this section. 34

(3) A person commits an offence of strict liability if the person 35

contravenes subsection (2). 36

EXPOSURE DRAFT

EXPOSURE DRAFT

9

Effect of contravention 1

(4) A contravention of subsection (2) by the sender does not affect the 2

validity of any act, transaction, agreement, instrument, resolution 3

or other thing. 4

Note: In particular, the validity of the sending of the document as mentioned 5

in paragraph (1)(b) is not affected. Regardless of any contravention of 6

subsection (2), if a company or responsible entity for a registered 7

scheme is required under another provision of this Act to send a 8

document to which this Division applies to a member of the company 9

or scheme, that requirement is met if the document is sent in 10


requirements under that other provision. 12

110H Request to receive documents in physical form 13


(a) the sender sends a document to which this Division applies to 15

the recipient in the manner mentioned in paragraph 16

110D(1)(b); and 17

(b) within a reasonable time after the recipient receives the 18

document in that manner, the recipient requests (whether or 19

not in writing) the sender to send the document to the 20

recipient in physical form; and 21

(c) at the time the request is made, the sender has not yet sent a 22

physical form of the document to the recipient; and 23

(d) no determination is in force under section 1345 allowing the 24

document to be sent by the sender in electronic form (see 25


(2) The sender must take reasonable steps to send a physical form of 27

the document to the recipient by the end of the later of the 28

following: 29

(a) 3 business days after the day on which the sender received 30

the request; 31

(b) if the sender is required or permitted under this Act to send 32

the document by a particular day—that day. 33

Note: A determination under section 1345 may extend the time within which 34

a document is required to be sent by the sender to the recipient. 35

(3) For the purposes of paragraph (1)(c) and subsection (2), the 36

physical form of the document is taken to have been sent to the 37

recipient: 38

(a) when the document is posted; or 39

EXPOSURE DRAFT

EXPOSURE DRAFT

10

(b) if the document is sent by courier—when the document is 1

given to the courier. 2

(4) An offence based on subsection (2) is an offence of strict liability. 3

110J Request to receive documents in electronic form 4


(a) the sender sends a document to which this Division applies to 6

the recipient in physical form; and 7

(b) within a reasonable time after the recipient receives the 8

document in physical form, the recipient requests (whether or 9

not in writing) the sender to send the document to the 10

recipient in electronic form; and 11

(c) at the time the request is made, the sender has not yet sent the 12

document to the recipient in the manner mentioned in 13

paragraph 110D(1)(b); and 14

(d) no determination is in force under section 1345 allowing the 15

document to be sent by the sender in physical form. 16

(2) The sender must take reasonable steps to send the document: 17

(a) by means of an electronic communication; or 18

(b) by sending the recipient information mentioned in 19

subparagraph 110D(1)(b)(ii) in electronic form; 20

by the end of the later of the following: 21

(c) 3 business days after the day on which the sender received 22

the request; 23

(d) if the sender is required or permitted under this Act to send 24

the document by a particular day—that day. 25

Note: A determination under section 1345 may extend the time within which 26

a document is required to be sent by the sender to the recipient. 27


110K Sender must give notice of recipient’s rights 29

(1) If the sender sends the recipient a document to which this Division 30

applies, the sender must take reasonable steps to send the recipient 31

notice in writing setting out the matters mentioned in 32

subsection (2), together with: 33

(a) the document; or 34

(b) if the document is being sent by sending information 35

mentioned in subparagraph 110D(1)(b)(ii)—that information. 36

EXPOSURE DRAFT

EXPOSURE DRAFT

11

(2) For the purposes of subsection (1), the matters required to be set 1

out in the notice are: 2

(a) if the document is sent in physical form—the recipient’s 3

rights to elect under section 110E, and to request under 4

section 110J, to receive such a document in electronic form; 5

or 6

(b) if the document is sent in the manner mentioned in paragraph 7

110D(1)(b)—the recipient’s rights to elect under section 8

110E, and to request under section 110H, to receive such a 9

document in physical form. 10


2 Subsection 111L(1) (table item 9, column 1, paragraph (a)) 12

After “sections”, insert “249R, 249RA, 249S,”. 13

3 Section 126 14

Repeal the section, substitute: 15

126 Agent exercising a company’s power to make contracts and 16

execute documents (including deeds) 17

(1) A company’s power to make, vary, ratify or discharge a contract, 18

or execute a document (including a deed), may be exercised by an 19

individual acting with the company’s express or implied authority 20

and on behalf of the company. The power may be exercised 21

without using a common seal. 22

Note 1: If a company executes a document in this way, people will be able to 23

rely on the assumptions in subsection 129(3) for dealings in relation to 24

the company. 25

Note 2: For provisions about technology neutral signing, see Division 1 of 26

Part 1.2AA. 27

(2) This section does not affect the operation of a law that requires a 28

particular procedure to be complied with in relation to the contract 29

or document, other than to the extent that the law is inconsistent 30

with this section. 31

(3) The individual mentioned in subsection (1) need not be appointed 32

by a deed. 33

(4) In exercising the company’s powers described in subsection (1), 34

the individual may execute a document as a deed if the document is 35

expressed to be executed as a deed. 36

EXPOSURE DRAFT

EXPOSURE DRAFT

12

4 Paragraph 127(1)(c) 1

Repeal the paragraph, substitute: 2

(c) for a proprietary company that has a sole director—that 3

director, if: 4

(i) the director is also the sole company secretary; or 5

(ii) the company does not have a company secretary. 6

5 Subsection 127(1) (note) 7

After “Note”, insert “1”. 8

6 At the end of subsection 127(1) 9

Add: 10

Note 2: The requirement to sign may be satisfied electronically: see Division 1 11

of Part 1.2AA (about technology neutral signing). 12

7 Paragraph 127(2)(c) 13


(c) for a proprietary company that has a sole director—that 15

director, if: 16

(i) the director is also the sole company secretary; or 17

(ii) the company does not have a company secretary. 18

8 Subsection 127(2A) 19

Repeal the subsection, substitute: 20

(2A) For the purposes of subsection (2), the fixing of a common seal to a 21

document is taken to have been witnessed by a person mentioned 22

in paragraph (a), (b) or (c) of that subsection if: 23

(a) the person observes, by electronic means or by being 24

physically present, the fixing of the seal; and 25

(b) the person signs the document; and 26

(c) a method is used to indicate that the person observed the 27

fixing of the seal to the document. 28

Note: For provisions about technology neutral signing, see Division 1 of 29

Part 1.2AA. 30

9 Subsection 127(3) (note) 31

Repeal the note, substitute: 32


Part 1.2AA. 34

EXPOSURE DRAFT

EXPOSURE DRAFT

13

10 Subsections 127(3A), (3B) and (3C) 1

Repeal the subsections. 2

11 Subsection 129(3) (heading) 3

Omit “or agent”. 4

12 Subsection 129(3) 5


13 Paragraph 129(3)(b) 7


14 After subsection 129(3) 9

Insert: 10

Agent 11

(3A) A person may assume that anyone who is held out by the company 12

to be an agent of the company: 13

(a) has been duly appointed; and 14

(b) has authority to exercise the company’s powers described in 15

subsection 126(1); and 16

(c) has authority to exercise the powers and perform the duties 17

customarily exercised or performed by that kind of agent of a 18

similar company. 19

Note: An agent need not be appointed by a deed: see subsection 126(3). 20



A person may assume that a document has been duly executed by 23

the company if the document appears to have been signed in 24

accordance with subsection 127(1). For the purposes of making the 25

assumption, a person may also assume that, if any person who 26

signs the document states next to their signature that: 27

(a) they are the sole director of the company and that the 28

company does not have a company secretary—that is the 29

case; or 30

(b) they are the sole director and sole company secretary of the 31

company—the person occupies both offices. 32

EXPOSURE DRAFT

EXPOSURE DRAFT

14


Part 1.2AA. 2


Repeal the subsection (not including the heading), substitute: 4

(6) A person may assume that a document has been duly executed by 5

the company if: 6

(a) the company’s common seal appears to have been fixed to 7

the document in accordance with subsection 127(2); and 8

(b) the fixing of the common seal appears to have been 9

witnessed in accordance with that subsection and 10

subsection 127(2A). 11

For the purposes of making the assumption, a person may also 12

assume that, if any person who witnesses the fixing of the common 13

seal states next to their signature that: 14

(c) they are the sole director of the company and the company 15

does not have a company secretary—that is the case; or 16

(d) they are the sole director and sole company secretary of the 17

company—the person occupies both offices. 18


Part 1.2AA. 20

17 Section 201R (heading) 21

Omit “demanded”, substitute “required”. 22

18 Subsections 201R(1) and 225(2) 23

After “demanded”, insert “, or is required under section 250JA,”. 24

19 After section 248C 25

Insert: 26

248D Use of technology 27

A directors’ meeting may be called or held using any technology 28

consented to by all the directors. The consent may be a standing 29

one. A director may only withdraw their consent within a 30

reasonable period before the meeting. 31

20 Paragraph 249J(3)(c) 32


(c) in the manner mentioned in paragraph 110D(1)(b); or 34

EXPOSURE DRAFT

EXPOSURE DRAFT

15

21 Paragraph 249J(4)(b) 1

Omit “subsection 253RA(1)”, substitute “subparagraph 110D(1)(b)(i)”. 2

22 Paragraph 249J(4)(c) 3

Omit “subsection 253RA(2)”, substitute “subparagraph 110D(1)(b)(ii)”. 4

23 Section 249R 5


249R How meetings of members may be held 7

A company may hold a meeting of its members: 8

(a) at one or more physical venues; or 9

(b) at one or more physical venues and using virtual meeting 10

technology; or 11

(c) using virtual meeting technology only, if this is required or 12

permitted by the company’s constitution expressly. 13

249RA Place and time of meetings and presence at meetings 14

(1) The place at which a meeting of the members of a company is held 15

is taken to be: 16

(a) if the meeting is held at only one physical venue (whether or 17

not it is also held using virtual meeting technology)—that 18

physical venue; or 19

(b) if the meeting is held at more than one physical venue 20

(whether or not it is also held using virtual meeting 21

technology)—the main physical venue of the meeting as set 22

out in the notice of the meeting; or 23

(c) if the meeting is held using virtual meeting technology 24

only—the registered office of the company. 25

(2) The time at which the meeting is held is taken to be the time at the 26

place at which the meeting is held. 27

(3) A member who attends the meeting (whether at a physical venue or 28

by using virtual meeting technology) is taken for all purposes to be 29

present in person at the meeting while so attending. 30

EXPOSURE DRAFT

EXPOSURE DRAFT

16

249S Reasonable opportunity to participate 1

(1) A company that holds a meeting of its members must give the 2

members entitled to attend the meeting, as a whole, a reasonable 3

opportunity to participate in the meeting. 4

Note: Section 1322 provides for consequences of a breach of this subsection. 5

(2) Without limiting the scope of subsection (1), the effects of that 6

subsection include those set out in subsections (3), (4), (5), (6) and 7

(7). 8

(3) The meeting must be held at a time that is reasonable at: 9









only—a physical venue at which it would be reasonable to 18

hold the meeting. 19

(4) If the meeting is held at only one physical venue (whether or not it 20

is also held using virtual meeting technology), it must be 21

reasonable to hold the meeting at that physical venue. 22

(5) If the meeting is held at more than one physical venue (whether or 23

not it is also held using virtual meeting technology), it must be 24

reasonable to hold the meeting at its main physical venue as set out 25

in the notice of the meeting. 26


not it is also held using virtual meeting technology), the technology 28

used to hold the meeting at more than one physical venue must be 29

reasonable. 30

(7) If the meeting is held using virtual meeting technology (whether or 31

not it is held at one or more physical venues), that virtual meeting 32

technology must: 33

(a) be reasonable; and 34

(b) allow the members who are entitled to attend the meeting, 35

and do attend the meeting using that virtual meeting 36

technology, as a whole, to exercise orally and in writing any 37

EXPOSURE DRAFT

EXPOSURE DRAFT

17

rights of those members to ask questions and make 1

comments. 2

24 Subsection 250B(3) 3

Repeal the subsection (not including the heading), substitute: 4

(3) A company receives a document referred to in subsection (1): 5

(a) when the document is received at any of the following: 6

(i) the company’s registered office; 7

(ii) a fax number at the company’s registered office; 8

(iii) a place, fax number or electronic address specified for 9

the purpose in the notice of meeting; and 10

(b) if the notice of meeting specifies other electronic means by 11

which a member may give the document—when the 12

document given by those means is received by the company 13

as prescribed by the regulations. 14

25 Paragraph 250BB(1)(b) 15


(b) if the proxy has 2 or more appointments that specify different 17

ways to vote on the resolution—the proxy must not vote on a 18

show of hands; and 19

26 Paragraph 250BC(c) 20

After “demanded”, insert “, or is required under section 250JA,”. 21

27 Subsection 250J(1) 22


(1) A resolution put to the vote at a meeting of a company’s members 24

may be decided on a show of hands unless a poll is demanded. 25

Note: For listed companies, certain resolutions must be decided on a poll 26

despite this subsection (see section 250JA). 27

250JA Certain resolutions must be decided on a poll—listed 28

companies 29

(1) A resolution put to the vote at a meeting of members of a listed 30

company must be decided on a poll (and not a show of hands) if: 31

(a) the notice of the meeting set out an intention to propose the 32

resolution and stated the resolution; or 33

EXPOSURE DRAFT

EXPOSURE DRAFT

18

(b) the company has given notice of the resolution in accordance 1

with section 249O (members’ resolutions); or 2

(c) a poll is demanded. 3

(2) This section applies despite subsection 250J(1) and anything in the 4

company’s constitution. 5

28 Section 250M 6


250M When and how polls must be taken (replaceable rule—see 8

section 135) 9

(1) A poll, other than a poll demanded on the election of a chair or the 10

question of an adjournment, must be taken when and in the manner 11

the chair directs. 12

(2) A poll demanded on the election of a chair or on the question of an 13

adjournment must be taken immediately. 14

29 Paragraph 252G(3)(c) 15

Omit “section 253RA”, substitute “paragraph 110D(1)(b)”. 16

30 Paragraph 252G(4)(b) 17

Omit “subsection 253RA(1)”, substitute “subparagraph 110D(1)(b)(i)”. 18

31 Paragraph 252G(4)(c) 19

Omit “subsection 253RA(2)”, substitute “subparagraph 110D(1)(b)(ii)”. 20

32 Section 252P 21


252P How meetings of members may be held 23

A registered scheme may hold a meeting of its members: 24

(a) at one or more physical venues; or 25

(b) at one or more physical venues and using virtual meeting 26

technology; or 27

(c) using virtual meeting technology only, if: 28

(i) this is required or permitted by the scheme’s 29

constitution expressly; and 30

EXPOSURE DRAFT

EXPOSURE DRAFT

19

(ii) the provisions of the scheme’s constitution that require 1

or permit such use were included in the scheme’s 2

constitution by special resolution of the members of the 3

scheme. 4

252PA Place and time of meetings and presence at meetings 5

(1) The place at which a meeting of the members of a registered 6

scheme is held is taken to be: 7









only—the registered office of the responsible entity of the 16

scheme. 17

(2) The time at which the meeting is held is taken to be the time at the 18

place at which the meeting is held. 19

(3) A member who attends the meeting (whether at a physical venue or 20

by using virtual meeting technology) is taken for all purposes to be 21

present in person at the meeting while so attending. 22

252Q Reasonable opportunity to participate 23

(1) A registered scheme that holds a meeting of its members must give 24

the members entitled to attend the meeting, as a whole, a 25

reasonable opportunity to participate in the meeting. 26

Note: Section 1322 provides for consequences of a breach of this subsection. 27

(2) Without limiting the scope of subsection (1), the effects of that 28

subsection include those set out in subsections (3), (4), (5), (6) and 29

(7). 30

(3) The meeting must be held at a time that is reasonable at: 31






EXPOSURE DRAFT

EXPOSURE DRAFT

20




only—a physical venue at which it would be reasonable to 4

hold the meeting. 5

(4) If the meeting is held at only one physical venue (whether or not it 6

is also held using virtual meeting technology), it must be 7

reasonable to hold the meeting at that physical venue. 8


not it is also held using virtual meeting technology), it must be 10

reasonable to hold the meeting at its main physical venue as set out 11

in the notice of the meeting. 12


not it is also held using virtual meeting technology), the technology 14

used to hold the meeting at more than one physical venue must be 15

reasonable. 16

(7) If the meeting is held using virtual meeting technology (whether or 17

not it is held at one or more physical venues), that virtual meeting 18

technology must: 19

(a) be reasonable; and 20

(b) allow the members who are entitled to attend the meeting, 21

and do attend the meeting using that virtual meeting 22

technology, as a whole, to exercise orally and in writing any 23

rights of those members to ask questions and make 24

comments. 25

33 After subsection 252Z(3) 26

Insert: 27

Receipt of documents 28

(3A) A responsible entity receives an appointment authority when it is 29

received at any of the following: 30

(a) the responsible entity’s registered office; 31

(b) a fax number at the responsible entity’s registered office; 32

(c) a place, fax number or electronic address specified for the 33

purpose in the notice of meeting. 34

34 Subsection 252Z(4) 35


EXPOSURE DRAFT

EXPOSURE DRAFT

21

Ineffective appointments of fax or electronic notification 1

(4) An appointment of a proxy is ineffective if: 2

(a) the responsible entity receives either or both the appointment 3

or authority at a fax number or electronic address; and 4

(b) a requirement (if any) in the notice of meeting that: 5

(i) the transmission be verified in a way specified in the 6

notice; or 7

(ii) the proxy produce the appointment and authority (if 8

any) at the meeting; 9

is not complied with. 10

35 After subsection 253J(1) 11

Insert: 12

(1A) A resolution put to the vote at a meeting of the members of a 13

registered scheme that is listed must be decided on a poll if: 14

(a) the notice of the meeting set out an intention to propose the 15

resolution and stated the resolution; or 16

(b) the responsible entity of the scheme has given notice of the 17

resolution in accordance with section 252M (member’s 18

resolutions). 19

36 Subsection 253J(2) 20


(2) Any other resolution put to the vote at a meeting of a registered 22

scheme’s members may be decided on a show of hands unless a 23

poll is demanded. 24

(2A) A resolution mentioned in subsection (1A) or (2) is passed on a 25

poll if it has been passed by more than 50% of the votes cast by 26

members entitled to vote on the resolution. 27

37 Part 2G.5 (heading) 28

Repeal the heading, substitute: 29

EXPOSURE DRAFT

EXPOSURE DRAFT

22

Part 2G.5—Electronic recording and keeping of 1

minute books 2

38 Divisions 1, 2 and 3 of Part 2G.5 3

Repeal the Divisions. 4

39 At the end of Chapter 2G 5

Add: 6

Part 2G.7—Independent reports on polls 7

8

253T Application of Part 9

This Part applies: 10

(a) in relation to a company, if the company is listed; and 11

(b) in relation to a registered scheme, if the scheme is listed. 12

253U Company members’ rights to request observer on poll 13

(1) Members of a company with at least 5% of the votes that may be 14

cast at a meeting of the company’s members may request the 15

company to appoint an independent person to observe the conduct 16

of a poll at the meeting. 17

(2) The request must: 18

(a) be in writing; and 19

(b) identify the poll to which it relates; and 20

(c) be made no later than 5 business days before the day the 21

meeting is held. 22

(3) A company commits an offence if: 23

(a) the company receives a request under subsection (1); and 24

(b) the company fails to take reasonable steps to ensure that an 25

independent person observes the conduct of the poll to which 26

the request relates. 27

Note: Failure to comply with this subsection is an offence (see 28



EXPOSURE DRAFT

EXPOSURE DRAFT

23

(5) A company that appoints an independent person for the purposes of 1

this section is liable to pay the independent person’s fees. 2

(6) To avoid doubt, an independent person appointed for the purposes 3

of this section may be an auditor or a registry service provider 4

(including an auditor or a registry service provider of the company 5

concerned), unless the relevant poll concerns an issue relating to 6

the person. 7

253V Company members’ rights to request report on poll 8

(1) Members of a company with at least 5% of the votes that may be 9

cast at a meeting of the company’s members may request the 10

company to appoint an independent person to prepare a report on 11

the validity of a poll at the meeting. 12




(c) be made no later than 5 business days after the day the 16

meeting is held. 17

(3) To avoid doubt, the request may be made before the meeting is 18

held. 19


(a) the company receives a request under subsection (1); and 21

(b) the company fails to take reasonable steps to: 22

(i) ensure that an independent person prepares a report on 23

the validity of the poll to which the request relates; and 24

(ii) ensure that a copy of the report is made readily available 25

to the members of the company within a reasonable 26

time after the request is received. 27




(6) A company that appoints an independent person for the purposes of 31

this section is liable to pay the person’s fees to the person. 32



(including an auditor or a registry service provider of the company 35

EXPOSURE DRAFT

EXPOSURE DRAFT

24

concerned), unless the relevant poll concerns an issue relating to 1

the person. 2

253W Registered scheme members’ rights to request observer on 3

poll 4

(1) Members of a registered scheme with at least 5% of the votes that 5

may be cast at a meeting of the scheme’s members may request the 6

responsible entity of the scheme to appoint an independent person 7

to observe the conduct of a poll at the meeting. 8




(c) be made no later than 5 business days before the day the 12

meeting is held. 13

(3) A responsible entity of a registered scheme commits an offence if: 14

(a) the responsible entity receives a request under subsection (1); 15

and 16

(b) the responsible entity fails to take reasonable steps to ensure 17

that an independent person observes the conduct of the poll 18

to which the request relates. 19




(5) A responsible entity of a registered scheme that appoints an 23

independent person for the purposes of this section is liable to pay 24

the person’s fees to the person. 25



(including an auditor or a registry service provider of the registered 28

scheme concerned), unless the relevant poll concerns an issue 29

relating to the person. 30

253X Registered scheme members’ rights to request report on poll 31

(1) Members of a registered scheme with at least 5% of the votes that 32

may be cast at a meeting of the scheme’s members may request the 33

responsible entity of the scheme to appoint an independent person 34

to prepare a report on the validity of a poll at the meeting. 35

EXPOSURE DRAFT

EXPOSURE DRAFT

25




(c) be made no later than 5 business days after the day the 4

meeting is held. 5

(3) To avoid doubt, the request may be made before the meeting is 6

held. 7


(a) the responsible entity receives a request under subsection (1); 9

and 10

(b) the responsible entity fails to take reasonable steps to: 11

(i) ensure that an independent person prepares a report on 12

the validity of the poll to which the request relates; and 13

(ii) ensure that a copy of the report is made readily available 14

to the members of the scheme within a reasonable time 15

after the request is received. 16




(6) A responsible entity of a registered scheme that appoints an 20

independent person for the purposes of this section is liable to pay 21

the independent person’s fees. 22



(including an auditor or a registry service provider of the registered 25

scheme concerned), unless the relevant poll concerns an issue 26

relating to the person. 27

253Y Right of independent person to information 28

Right to information 29

(1) An independent person appointed for the purposes of section 253V 30

or 253X in relation to a poll may make a request for any 31

information that the person reasonably considers is necessary for 32

the purposes of preparing a report on the validity of the poll. 33


EXPOSURE DRAFT

EXPOSURE DRAFT

26

(a) the company receives a request for information under 1

subsection (1); and 2

(b) the company fails to take reasonable steps to provide the 3

information to the independent person within a reasonable 4

time after receiving the request. 5




(a) the responsible entity receives a request for information 9

under subsection (1); and 10

(b) the responsible entity fails to take reasonable steps to provide 11

the information to the independent person within a 12

reasonable time after receiving the request. 13



(4) An offence based on subsection (2) or (3) is an offence of strict 16

liability. 17

253Z Record-keeping 18


(a) the company receives a report on the validity of a poll from 20

an independent person appointed for the purposes of 21

section 253V in relation to the poll; and 22

(b) the company fails to keep a copy of the report. 23




(a) the responsible entity receives a report on the validity of a 27

poll from an independent person appointed for the purposes 28

of section 253X in relation to the poll; and 29

(b) the responsible entity fails to keep a copy of the report. 30



(3) An offence based on subsection (1) or (2) is an offence of strict 33

liability. 34

40 Before paragraph 1311(1A)(a) 35

Insert: 36

EXPOSURE DRAFT

EXPOSURE DRAFT

27

(aa) Part 1.2AA; 1

41 Subsection 1322(3A) 2


(3A) If members who are entitled to attend a meeting of members do not 4

have, as a whole, a reasonable opportunity to participate in the 5

meeting or in a proceeding at the meeting, the meeting will only be 6

invalid on that ground if: 7

(a) the Court is of the opinion that: 8

(i) a substantial injustice has been caused or may be 9

caused; and 10

(ii) the injustice cannot be remedied by any order of the 11

Court; and 12

(b) the Court declares the meeting or proceeding invalid. 13


Insert: 15

Giving document in physical form 16

(3A) If the determination specifies that the document, or documents in 17

that class, may be given in accordance with this subsection, then 18

the document may be given in physical form. 19

43 Paragraph 1345(5)(c) 20

Omit “(6) and (7)”, substitute “(6), (6A) and (7)”. 21


Insert: 23

(6A) ASIC may specify that the document, or documents in that class, 24

may be given in accordance with subsection (3A) (giving 25

document in physical form), if ASIC considers that it may be 26

unreasonable to expect the specified entity, or entities in the 27

specified class, to give the document, or documents in the specified 28

class, in an electronic form because of a situation that is beyond the 29

control of the entity, or the entities in the class. 30


Omit “in a physical form”, substitute “in a particular form”. 32

EXPOSURE DRAFT

EXPOSURE DRAFT

28

46 At the end of section 1345 1

Add: 2

(12) This section applies to a requirement or permission to give a 3

document, whether the expression give, send or serve, or any other 4

expression, is used. 5

47 At the end of section 1679A 6

Add: 7

Note: The amendments relating to meetings made by Schedule 1 to the 8

Treasury Laws Amendment (2021 Measures No. 1) Act 2021 are 9

superseded by the amendments made by Schedule 1 to the Treasury 10

Laws Amendment (Measures for Consultation) Act 2021 (see 11

section 1687A of this Act). 12

48 Sections 1679E and 1679F 13

Repeal the sections. 14

49 In the appropriate position in Chapter 10 15

Insert: 16

Part 10.60—Application and transitional provisions 17

relating to Schedule 1 to the Treasury Laws 18

Amendment (Measures for Consultation) 19

Act 2021 20

21

1687 Definitions 22

In this Part: 23

amending Schedule means Schedule 1 to the Treasury Laws 24

Amendment (Measures for Consultation) Act 2021. 25

commencement day means the day on which the amending 26

Schedule commences. 27

1687A Application—Signing of documents 28

Sections 127 and 129, as amended by Schedule 1 to the Treasury 29

Laws Amendment (Measures for Consultation) Act 2021, and 30

Division 1 of Part 1.2AA, as inserted by that Schedule, apply in 31

EXPOSURE DRAFT

EXPOSURE DRAFT

29

relation to the signing of a document on or after the 1

commencement day. 2

1687B Application—meetings 3

(1) The amendments made by the amending Schedule apply in relation 4

to: 5

(a) a meeting of the members of a company or a registered 6

scheme; or 7

(b) a meeting of the directors of a company (including meetings 8

of a committee of directors); 9

if notice of the meeting is given on or after the commencement 10

day. 11

(2) The amendments made by the amending Schedule apply in relation 12

to any document that is required or permitted to be given under this 13

Act that relates to a resolution to be considered by the members of 14

a company without a meeting if the document is given on or after 15

the commencement day. 16

(3) Despite subsection (1), the amendments made by items 19, 23 and 17

32 of the amending Schedule, and the repeal of Division 2 of 18

Part 2G.5 by item 38 of that Schedule, do not apply in relation to 19

the meeting if: 20

(a) before the commencement day, notice of the meeting is given 21

to at least one person entitled to attend the meeting; and 22

(b) the meeting is held before 1 April 2022. 23

1687C Transitional—elections to receive documents in hard copy 24

made before the commencement day 25

(1) This section applies to an election, by a member of a company or 26

registered scheme to receive documents in hard copy only, that is 27

in force under section 253RB or 253RC of this Act immediately 28

before the commencement day. 29

(2) Despite the repeal of those sections by the amending Schedule, the 30

election continues in force on and after the commencement day as 31

if it were an election to receive those documents in physical form 32

under section 110E of this Act, as inserted by the amending 33

Schedule. 34

EXPOSURE DRAFT

EXPOSURE DRAFT

30

1687D Application—other elections made before commencement 1


(a) a member of a company or registered scheme gave notice 3

(whether or not in writing) before the commencement day to 4

the company, or the responsible entity of the registered 5

scheme, to the effect that the member elects to receive one or 6

more classes of document in physical form, or in electronic 7

form; and 8

(b) some or all of the documents in those classes are documents 9

to which Division 2 of Part 1.2AA, as inserted by the 10

amending Schedule, applies (the covered documents); and 11

(c) the member is the recipient in relation to the covered 12

documents under that Division; and 13

(d) the member had not withdrawn the election before the 14

commencement day. 15

(2) An election of the member under section 110E, as inserted by the 16

amending Schedule, to receive the covered documents in physical 17

form or in electronic form (corresponding to the election 18

mentioned in paragraph (1)(a)) is taken to be in force on and after 19

the commencement day. 20

(3) Subsection (2) has effect subject to paragraph 110E(3)(b) 21

(withdrawal of election). 22

1687E Review of operation of laws 23

(1) The Minister must cause a review to be undertaken of the operation 24

of this Act, as in force immediately after the commencement of this 25

section, resulting from the amendments made by: 26

(a) Schedule 1 to the Treasury Laws Amendment (2021 27

Measures No. 1) Act 2021; and 28

(b) Schedule 1 to the Treasury Laws Amendment (Measures for 29

Consultation) Act 2021. 30

(2) The review must be conducted no later than the earliest practicable 31

day after the end of 2 years after this section commences. 32

(3) The Minister must cause one or more written reports about the 33

review to be prepared. 34

(4) If there is more than one report under subsection (3), each of those 35

reports need not deal with the operation of all the amendments 36

EXPOSURE DRAFT

EXPOSURE DRAFT

31

mentioned in subsection (1). However, the reports as a whole must 1

deal with all of those amendments. 2

(5) The Minister must cause a copy of a report under subsection (3) to 3

be tabled in each House of the Parliament within 15 sitting days of 4

that House after the report is given to the Minister. 5

50 In the appropriate position in Schedule 3 6

Insert: 7

8

Subsection 110F(3) 30 penalty units

Subsection 110G(3) 30 penalty units

Subsection 110H(2) 30 penalty units

Subsection 110J(2) 30 penalty units

Subsection 110K(1) 30 penalty units

Subsection 253U(3) 40 penalty units

Subsection 253V(4) 40 penalty units

Subsection 253W(3) 40 penalty units

Subsection 253X(4) 40 penalty units

Subsection 253Y(2) 40 penalty units

Subsection 253Y(3) 40 penalty units

Subsection 253Z(1) 40 penalty units

Subsection 253Z(2) 40 penalty units

9